In re PAYLESS CASHWAYS, doing business as Payless Cashways, doing business as Furrow, doing business as Lumberjack, doing business as Hugh M. Woods, doing business as Somerville Lumber, doing business as Knox Lumber, Inc., Debtor. Amtech Lighting Services Company, Appellant, v. Payless Cashways, Inc., Appellee, International Association of Lighting Management Companies, Amicus on Behalf of Appellant.
No. 99-1718
United States Court of Appeals, Eighth Circuit
February 16, 2000
April 5, 2000
203 F.3d 1081
A district court‘s decision to deny a motion for attorneys’ fees is reviewed for an abuse of discretion. United Paperworkers Int‘l Union v. Champion Int‘l Corp., 81 F.3d 798, 801-02 (8th Cir. 1996). It is well-settled that attorneys’ fees may not be recovered by a prevailing party in the absence of statutory authority. Alyeska Pipeline Serv. Co. v. Wilderness Soc., 421 U.S. 240, 247, 95 S.Ct. 1612, 44 L.Ed.2d 141 (1975). The statutory basis for the instant action, Section 301 of the Labor Management Relations Act (LMRA), as amended,
We find that the district court did not abuse its discretion when it refused the Union‘s motion for attorneys’ fees. The Symphony‘s position that the 1996 agreement to limit arbitrators to metropolitan St. Louis constituted a past practice that modified the plain language of the collective bargaining agreement is not unreasonable or implausible. Although the district court rejected the Symphony‘s position and directed the two parties to select from the original panel, we do not believe that the Symphony argued its position in bad faith. Additionally, even if the Symphony disagreed with the geographical composition of the panel, the Symphony always exhibited an intent to arbitrate under the agreement. Since attorneys’ fees should only be awarded for claims that are “frivolous, unreasonable, groundless, or where the party continued to litigate after it clearly became so,” American Dinner Theatre, 802 F.2d at 1042 (internal citations omitted), the district court did not abuse its discretion.
Accordingly, the judgment of the district court is affirmed.
Mark H. Ralston, Dallas, TX, argued (Karin B. Torgerson, Paul M. Hoffmann,
BEFORE: BEAM, HEANEY, and HANSEN, Circuit Judges.
BEAM, Circuit Judge.
The Bankruptcy Appellate Panel1 determined that Amtech Lighting Services Company (Amtech) was not entitled to a mechanic‘s lien under Texas law. Amtech appeals, and we affirm.
I. BACKGROUND
Payless Cashways (Payless) is a retailer of home improvement items. Before it filed for bankruptcy, it had stores in twenty states. Amtech designs, builds, and maintains internal and external lighting systems for businesses.
In April 1995, Payless contracted with Amtech to retrofit and relamp ceiling-mounted lighting fixtures at 164 Payless stores. The contract also called for Amtech to maintain2 those fixtures over the next forty-eight months. Within the contract, the terms and conditions for the retrofitting and relamping were identified as “Initial Services,” and the terms and conditions for the maintenance were identified as “Continuing Services.” Under this agreement, Payless did not have to pay up-front for the initial services but rather the parties agreed to a credit arrangement in which the payment for the initial services was amortized over forty-eight months. In addition to the monthly payments for the initial services, Payless paid a monthly fee for the continuing services, and paid the cost for replacement light bulbs, lamps, and supplies.
Amtech completed the installation work in the Texas stores on April 8, 1996. Amtech then performed routine maintenance and made necessary repairs. Throughout this period, Payless paid both the monthly amortized installation fee and the maintenance fee.
On July 21, 1997, Payless filed for Chapter 11 bankruptcy in the Western District of Missouri. Pursuant to
Amtech asserted that its claim was secured under the mechanic‘s lien statutes of those four states. Payless disputes Amtech‘s status as a secured creditor, but it does admit Amtech has an allowable unsecured claim.
The bankruptcy court rejected Amtech‘s secured claim under all four states‘s laws, reasoning that the contract was divisible—one part consisting of the initial services and one part consisting of the continuing services. Because the contract was severable, the court found that the time period within which the mechanic‘s liens needed to be filed began to run upon the completion of the initial installation work, and Amtech did not file a lien within the required time period in any state. Additionally, the bankruptcy court rejected Amtech‘s claim that it could have been liable for slander of title had it filed mechanic‘s liens before Payless stopped making payments. Amtech appealed the decision to the Bankruptcy Appellate Panel which affirmed.
II. ANALYSIS
Under Texas law, a person is entitled to a lien if she labors and/or provides materials for the construction or repair of a building. See
Amtech asserts that the project was complete under Texas law on October 1, 1997, the effective date of Payless‘s rejection of the contract, and therefore the lien was perfected when Amtech filed the claim with the bankruptcy court. The Bankruptcy Appellate Panel, however, found that the contract was divisible and as a result the time to file the lien began to run on April 8, 1996, and therefore was not properly perfected. We agree.
A. CHOICE OF LAW
The Bankruptcy Appellate Panel erred when it analyzed the issue of severability of the contract under Minnesota, Nevada, Oklahoma, and Texas law although there was only one contract that covered all twenty states. The use of this approach potentially could result in inconsistent interpretations of the contract because states could have differing rules regarding the construction of a contract. Thus, we believe the contract should be analyzed under one state‘s law.
The bankruptcy court applies the choice of law rules of the state in which it sits. See In re Mastercraft Metals, Inc., 114 B.R. 183, 186 (Bankr.W.D.Mo.1990). With respect to contract issues, Missouri applies the “most significant relationship” test. See Dillard v. Shaughnessy, Fickel and Scott Architects, Inc., 943 S.W.2d 711, 715 (Mo.Ct.App.1997). This test requires the court to determine and weigh: (1) the place of contracting; (2) the place of negotiation of the contract; (3) the place of performance; (4) the location of the subject matter of the contract; and (5) the domicile, residence, nationality, place of incorporation, and place of business of the parties. See id. (adopting Restatement (Second) of Conflict of Laws § 188 (1971)).
Regarding the choice of law determination, the following facts are undisputed. Amtech is located in California and has an office in Texas. Payless has its corporate headquarters in Missouri. Additionally, the contract was the result of proposals faxed between Arlington, Texas, and Kansas City, Missouri. The contract was signed by Payless in Kansas City, and by Amtech in Texas. Finally, the work that was the subject of the contract was completed in twenty states, but of the 164 stores that were retrofitted, approximately forty of them were in Texas. Thus, either Missouri or Texas law would apply to the issue of divisibility. However, because the relevant law of both Missouri and Texas is substantially similar, we will not entangle ourselves in the morass of a choice of law determination. See Phillips v. Marist Society of Wash. Province, 80 F.3d 274, 276 (8th Cir.1996).
B. DIVISIBILITY
If the terms of a contract are explicit, as they are in this case, then the construction of that contract is a question of law for the court and subject to de novo review. See Local 781 Int‘l Assoc. of Firefighters v. City of Independence, 996 S.W.2d 112, 115 (Mo.Ct.App.1999); Click v. Seale, 519 S.W.2d 913, 918 (Tex.App.1975).
We find several of these factors present in this case. Within the contract there are clearly delineated sections—one for “Initial Services” and one for “Continuing Services.” Consideration is apportioned between the monthly amortized cost for the installation, and the monthly maintenance fee. See Sanfillippo v. Oehler, 869 S.W.2d 159, 161 (Mo.Ct.App.1993); Hamilton v. Texas Oil & Gas Corp., 648 S.W.2d 316, 320 (Tex.App.1982). Additionally, either party could terminate the continuing services portion of the contract with or without cause. If a party chose to terminate the agreement, Payless continued to be responsible for the remaining payments for the initial services that had been rendered, but no longer had to pay the maintenance fee. While both agreements were contained within one document, that alone does not defeat a finding of divisibility. See Click, 519 S.W.2d at 918. Therefore, we find that the contract was divisible, and that the time for filing the mechanic‘s lien expired on August 15, 1996. See
III. CONCLUSION
Accordingly, we affirm.
KNIGHTS OF THE KU KLUX KLAN, Realm of Missouri, and Michael Cuffley, Appellants, v. CURATORS OF THE UNIVERSITY OF MISSOURI; Patricia Bennett, in her official capacity as general manager of KWMU Radio only; Theodore C. Beckett, in his official capacity as Curator of the University of Missouri; Paul T. Combs, in his official capacity as Curator of the University of Missouri; Adam B. Fischer, in his official capacity as Curator of the University of Missouri; Mary S. Gillespie, in her official capacity as Curator of the University of Missouri; Fred L. Hall, Jr., in his official capacity as Curator of the University of Missouri; Malaika B. Horne, Dr., in her official capacity as Curator of the University of Missouri; John A. Mathes, in his official capacity as Curator of the University of Missouri; Paul W. Steele, in his official capacity as Curator of the University of Missouri; Hugh E. Stephenson, Jr., Dr., in his official capacity as Curator of the University of Missouri, Appellees.